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As
filed with the Securities and Exchange Commission on
 July 13, 2011
 
 Registration
No. 333-174589
   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment
No. 2
To
 
 FORM S-3
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 PAA NATURAL GAS STORAGE, L.P.
 Exact Name of Registrant as Specified in its Charter
 Delaware
    
    27-1679071(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 333 Clay Street, Suite 1500
Houston, Texas 77002
(713) 646-4100  Address, Including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices
 Richard McGee
333 Clay Street, Suite 1500
Houston, Texas 77002
(713) 646-4100
(713) 646-4313 (fax)  Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service
 Copy to:  D. Alan Beck, Jr.
Vinson & Elkins L.L.P.
First City Tower
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222
(713) 615-5620 (fax)
 Approximate date of commencement of proposed sale to the public
 o
 þ
 o
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until the Registration Statement shall
    become effective on such date as the Securities and Exchange
    Commission, acting pursuant to said Section 8(a) of the
    Securities Act, may determine.




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The information in this prospectus is not complete and may be changed. The selling unitholders
may not sell these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted. 
 SUBJECT
TO COMPLETION, DATED JULY 13, 2011
 
 PROSPECTUS
 
 17,431,704 Common Units
 
 Representing Limited Partner Interests
 PAA Natural Gas Storage, L.P.
 
 
  
  
 Investing in our common units involves a high degree of risk. Limited partnerships are
inherently different from corporations. You should carefully consider the risks relating to
investing in our common units and each of the other risk factors described under Risk Factors on
page 2 of this prospectus before you make an investment in our securities.
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.




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##### 



TABLE OF CONTENTS
 ABOUT THIS PROSPECTUS
    
    iiWHERE YOU CAN FIND MORE INFORMATION
    
    iiFORWARD-LOOKING STATEMENTS
    
    iiiWHO WE ARE
    
    
    1RISK FACTORS
    
    
    2USE OF PROCEEDS
    
    
    3DESCRIPTION OF OUR COMMON UNITS
    
    
    4DESCRIPTION OF OUR CASH DISTRIBUTION POLICY
    
    
    6DESCRIPTION OF OUR PARTNERSHIP AGREEMENT
    
    
    13MATERIAL INCOME TAX CONSEQUENCES
    
    
    21SELLING UNITHOLDERS
    
    
    33PLAN OF DISTRIBUTION
    
    
    38LEGAL MATTERS
    
    
    40EXPERTS
    
    
    40EX-5.1EX-23.1EX-23.2
  
 In making your investment decision, you should rely only on the information contained or
incorporated by reference in this prospectus and in any prospectus supplement. Neither we nor the
selling unitholders have authorized any other person to provide you with any other information. If
anyone provides you with different or inconsistent information, you should not rely on it.
 You should not assume that the information contained in this prospectus or in any prospectus
supplement is accurate as of any date other than the date on the front cover of those documents.
You should not assume that the information contained in the documents incorporated by reference in
this prospectus or in any prospectus supplement is accurate as of any date other than the
respective dates of those documents. Our business, financial condition, results of operations and
prospects may have changed since those dates. We will disclose any material changes in our affairs
in an amendment to this prospectus, a prospectus supplement or a future filing with the Securities
and Exchange Commission (the SEC) incorporated by reference in this prospectus.
 
 i




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ABOUT THIS PROSPECTUS
 
  
  
 
 WHERE YOU CAN FIND MORE INFORMATION
    
    
    Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34722);
    
    Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 001-34722);
 ii




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
    
    Current Report on Form 8-K filed with the SEC on January 20, 2011 (File No. 001-34722)
(documentation relating to private placement of common units);
    
    Current Report on Form 8-K filed (other than Items 7.01 and 9.01, which were furnished)
with the SEC on February 14, 2011 (File No. 001-34722) (completion of Southern Pines
Acquisition, entry into promissory note, completion of private placement of common units);
    
    Current Report on Form 8-K filed with the SEC on March 15, 2011 (File No. 001-34722)
(amendment to credit agreement);
    
    Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on April 15, 2011
(File No. 001-34722) (financial statements and pro forma financial information regarding
the Southern Pines Acquisition);
    
    Current Report on Form 8-K filed with the SEC on
May 25, 2011 (File No. 001-34722) (pro forma financial
statements); and
    
    The description of our common units contained in our Form 8-A filed with the SEC on
April 27, 2010 and any subsequent amendment thereto filed for the purpose of updating such
description (File No. 001-34722).
  
 
 
 FORWARD-LOOKING STATEMENTS
  
    
    the impact of operational and commercial factors that could result in an inability on
our part to satisfy our contractual commitments and obligations, including the impact of
equipment performance, cavern operating pressures and cavern temperature variances;
    
    risks related to the development and operation of natural gas storage facilities;
    
    failure to implement or execute planned internal growth projects on a timely basis and
within targeted cost projections;
    
    interruptions in service and fluctuations in tariffs or volumes on third party
pipelines;
    
    general economic, market or business conditions and the amplification of other risks
caused by volatile financial markets, capital constraints and pervasive liquidity concerns;
    
    the successful integration and future performance of acquired assets or businesses;
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
    
    our ability to obtain debt or equity financing on satisfactory terms to fund additional
acquisitions, expansion projects, working capital requirements and the repayment or
refinancing of indebtedness;
    
    the impact of current and future laws, rulings, governmental regulations, accounting
standards and statements and related interpretations;
    
    significantly reduced volatility in natural gas markets for an extended period of time;
    
    factors affecting demand for natural gas and natural gas storage services and the rates
we are able to charge for such services;
    
    our ability to maintain or replace expiring storage contracts at attractive rates and on
other favorable terms;
    
    the effects of competition;
    
    shortages or cost increases of supplies, materials or labor;
    
    weather interference with business operations or project construction;
    
    our ability to receive open credit from our suppliers and trade counterparties;
    
    continued creditworthiness of, and performance by, our counterparties, including
financial institutions and trading companies with which we do business;
    
    the effectiveness of our risk management activities;
    
    the availability of, and our ability to consummate, acquisition or combination
opportunities;
    
    environmental liabilities or events that are not covered by an indemnity, insurance or
existing reserves;
    
    increased costs or unavailability of insurance;
    
    fluctuations in the debt and equity markets, including the price of our units at the
time of vesting under our long-term incentive plan;
    
    future developments and circumstances at the time distributions are declared; and
    
    other factors and uncertainties inherent in the development and operation of natural gas
storage facilities.
  
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WHO WE ARE
 As used in this prospectus and unless the context indicates otherwise, the terms the
Partnership, PNG, we, us, and our and similar terms refer to PAA Natural Gas Storage,
L.P. and its subsidiaries. References to our general partner, as the context requires, include
only PNGS GP LLC.
 General
   Organizational History, Partnership Structure and Management
   
  
  1




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RISK FACTORS
  2




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USE OF PROCEEDS
  3




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DESCRIPTION OF OUR COMMON UNITS
  
  
 Transfer Agent and Registrar
  Voting
  Transfer of Common Units, Status as Limited Partner or Assignee
   
    
    represents that the transferee has the capacity, power and authority to become bound by
our partnership agreement;
    
    automatically agrees to be bound by the terms and conditions of, and is deemed to have
executed, our partnership agreement; and
    
    is deemed to have given the consents and approvals contained in our partnership
agreement.
  4




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5




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DESCRIPTION OF OUR CASH DISTRIBUTION POLICY
   Distributions of Available Cash
  less
 
    
    provide for the proper conduct of our business;
    
    comply with applicable law, any of our debt instruments or other agreements; or
    
    provide funds for distributions to unitholders for any one or more of the next four
quarters.
  Distributable Cash Flow and Capital Surplus
  Distributable Cash Flow
 
    
    net income; plusor minus(as applicable)
    
    any amounts necessary to offset the impact of any items included in net income that do
not impact the amount of available cash; plus
    
    any acquisition-related expenses deducted from net income and associated with (a)
successful acquisitions or (b) any other potential acquisitions that have not been
abandoned; minus
    
    any acquisition-related expenses covered by the immediately preceding clause that relate
to (a) potential acquisitions that have since been abandoned or (b) potential acquisitions
that have not been consummated within one year following the date such expense was incurred
(except that if the potential acquisition is the subject of a pending purchase and sale
agreement as of such one-year date, such one-year period of time shall be extended until
the first to occur of the termination of such purchase and sale agreement or the first day
following the closing of the acquisition contemplated by such purchase and sale agreement);
and minus
    
    maintenance capital expenditures.
  6




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Capital Surplus
 General Partner Interest and Incentive Distribution Rights
   Effect of Issuance of Additional Units
  Minimum Quarterly Distributions of Available Cash
    7




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Distributions from Distributable Cash Flow
  
    
    first, 98.0% to the holders of common units and 2.0% to our general partner, until each
common unit has received the minimum quarterly distribution, plusany arrearages from prior
quarters; and
    
    second, 98.0% to the holders of Series A subordinated units and 2.0% to our general
partner, until each Series A subordinated unit has received the minimum quarterly
distribution.
  Distributions from Capital Surplus
  
    
    first, 98.0% to all common unitholders and Series A subordinated unitholders, pro rata,
and 2.0% to our general partner, until we distribute for each common unit, an amount of
available cash from capital surplus equal to the initial public offering price;
    
    second, 98.0% to the common unitholders, pro rata, and 2.0% to our general partner,
until we distribute for each common unit, an amount of available cash from capital surplus
equal to any unpaid arrearages in payment of the minimum quarterly distribution on the
common units; and
    
    thereafter, we will make all distributions of available cash from capital surplus as if
they were from distributable cash flow.
 Allocation of Incentive Distribution Rights
  
    
    first, 85.0% to all common unitholders and Series A subordinated unitholders, pro rata,
and 15.0% to our general partner, until each such unitholder receives a total of
approximately $0.37125 per unit for that quarter (the first target distribution);
    
    second, 75.0% to all common unitholders and Series A subordinated unitholders, pro rata,
and 25.0% to our general partner, until each such unitholder receives a total of
approximately $0.50625 per unit for that quarter (the second target distribution); and
    
    thereafter, 50.0% to all common unitholders and Series A subordinated unitholders, pro
rata, and 50.0% to our general partner.
  Adjustments to Incentive Distribution Rights; General Partners Right to Reset Incentive Distribution Levels
  8




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
 
 
 
  9




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Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels
  
    
    the minimum quarterly distribution;
    
    the target distribution levels;
    
    the unrecovered initial unit price; and
    
    the number of Series A subordinated units and Series B subordinated units.
  plus
 Distribution of Cash Upon Liquidation
  plus plus
  Manner of Adjustment for Gain
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
    
    first, to our general partner and the holders of units who have negative balances in
their capital accounts to the extent of and in proportion to those negative balances;
    
    second, 98.0% to the common unitholders, pro rata, and 2.0% to our general partner,
until the capital account for each common unit is equal to the sum of: (1) the unrecovered
initial unit price; (2) the amount of the minimum quarterly distribution for the quarter
during which our liquidation occurs; and (3) any unpaid arrearages in payment of the
minimum quarterly distribution;
    
    third, 98.0% to the Series A subordinated unitholders, pro rata, and 2.0% to our general
partner, until the capital account for each Series A subordinated unit is equal to the sum
of: (1) the unrecovered initial unit price; and (2) the amount of the minimum quarterly
distribution for the quarter during which our liquidation occurs;
    
    fourth, 85.0% to all common unitholders and Series A subordinated unitholders, pro rata,
and 15.0% to our general partner, until we allocate under this paragraph an amount per unit
equal to: (1) the sum of the excess of the first target distribution per unit over the
minimum quarterly distribution per unit for each quarter of our existence; less (2) the
cumulative amount per unit of any distributions of available cash from distributable cash
flow in excess of the minimum quarterly distribution per unit that we distributed 85.0% to
our unitholders, pro rata, and 15.0% to our general partner for each quarter of our
existence;
    
    fifth, 75.0% to all common unitholders and Series A subordinated unitholders, pro rata,
and 25.0% to our general partner, until we allocate under this paragraph an amount per unit
equal to: (1) the sum of the excess of the second target distribution per unit over the
first target distribution per unit for each quarter of our existence; less (2) the
cumulative amount per unit of any distributions of available cash from distributable cash
flow in excess of the first target distribution per unit that we distributed 75.0% to our
unitholders, pro rata, and 25.0% to our general partner for each quarter of our existence;
and
    
    thereafter, 50.0% to all common unitholders and Series A subordinated unitholders, pro
rata, and 50.0% to our general partner.
  Manner of Adjustments for Losses
 
    
    first, 98.0% to holders of Series A subordinated units in proportion to the positive
balances in their capital accounts and 2.0% to our general partner, until the capital
accounts of the Series A subordinated unitholders have been reduced to zero;
    
    second, 98.0% to the holders of common units in proportion to the positive balances in
their capital accounts and 2.0% to our general partner, until the capital accounts of the
common unitholders have been reduced to zero; and
    
    thereafter, 100.0% to our general partner.
   11




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Adjustments to Capital Accounts
 12




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DESCRIPTION OF OUR PARTNERSHIP AGREEMENT
  
    
    rights of holders of common units are described under Description of Our Common Units;
    
    distributions of our available cash are described under Description of Our Cash
Distribution Policy; and
    
    allocations of taxable income and other tax matters are described under Material Income
Tax Consequences.
 Purpose
   Cash Distributions
  Capital Contributions
   Meetings; Voting
   13




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Limited Liability
 plus
 
    
    to remove or replace our general partner;
    
    to approve some amendments to our partnership agreement; or
    
    to take other action under our partnership agreement;
   14




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Issuance of Additional Securities
     Amendments to Our Partnership Agreement
  15




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Withdrawal or Removal of Our General Partner
     
    
    the subordination period will end, and all outstanding Series A subordinated units will
immediately convert into common units on a one-for-one basis;
    
    each Series B subordinated unit will immediately convert into one common unit;
    
    any existing arrearages in payment of the minimum quarterly distribution on the common
units will be extinguished; and
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
    
    our general partner will have the right to convert its general partner interest and its
incentive distribution rights into common units or to receive cash in exchange for those
interests based on the fair market value of those interests at that time.
   Merger, Consolidation, Conversion, Sale or Other Disposition of Assets
    Termination and Dissolution
  17




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
    
    the election of our general partner to dissolve us, if approved by the holders of units
representing a unit majority;
    
    there being no limited partners, unless we are continued without dissolution in
accordance with applicable Delaware law;
    
    the entry of a decree of judicial dissolution of our partnership; or
    
    the withdrawal or removal of our general partner or any other event that results in its
ceasing to be our general partner other than by reason of a transfer of its general partner
interest in accordance with our partnership agreement or its withdrawal or removal
following the approval and admission of a successor.
  
    
    the action would not result in the loss of limited liability of any limited partner; and
    
    neither our partnership nor any of our subsidiaries would be treated as an association
taxable as a corporation or otherwise be taxable as an entity for federal income tax
purposes upon the exercise of that right to continue.
 Liquidation and Distribution of Proceeds
   Change of Management Provisions
  
    
    generally, if a person or group (other than our general partner and its affiliates)
acquires beneficial ownership of 20.0% or more of any class of units then outstanding, that
person or group loses voting rights on all of its units, unless the units are acquired
directly from our general partner or its affiliates or any transferee of that person or
group that is approved by our general partner or to any person or group who acquires the
units with the prior approval of the board of directors of our general partner; and
    
    provisions limiting the ability of unitholders to call meetings or to acquire
information about our operations, as well as other provisions limiting our unitholders
ability to influence the manner or direction of management.
 Limited Call Right
  18




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
    
    the highest price paid by our general partner or any of its affiliates for any limited
partner interests of the class purchased within the 90 days preceding the date on which our
general partner first mails notice of its election to purchase those limited partner
interests; and
    
    the average of the daily closing prices of the partnership securities of such class over
the 20 trading days preceding the date three days before the date the notice is mailed.
   Indemnification
  
    
    our general partner;
    
    any departing general partner;
    
    any person who is or was an affiliate of our general partner or any departing general
partner;
    
    any person who is or was a director, officer, member, partner, fiduciary or trustee of
any entity set forth in the preceding three bullet points;
    
    any person who is or was serving as director, officer, member, partner, fiduciary or
trustee of another person at the request of our general partner, any departing general
partner, an affiliate of our general partner or an affiliate of any departing general
partners; and
    
    any person designated by our general partner.
  Reimbursement of Expenses of Our General Partner
  Books and Reports
  19




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Right to Inspect Our Books and Records
   
    
    a current list of the name and last known address of each partner;
    
    a copy of our tax returns;
    
    information as to the amount of cash and a description and statement of the agreed value
of any other property or services, contributed or to be contributed by each partner and the
date on which each became a partner;
    
    copies of our partnership agreement, our certificate of limited partnership, amendments
to either of them and powers of attorney which have been executed under our partnership
agreement;
    
    information regarding the status of our business and financial condition; and
    
    any other information regarding our affairs as is just and reasonable.
  Registration Rights
  20




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MATERIAL INCOME TAX CONSEQUENCES
     Taxation of the Partnership
 Partnership Status
  21




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Tax Consequences of Unit Ownership
 Limited Partner Status
 Flow-Through of Taxable Income
 22




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Basis of Units
 Treatment of Distributions
   Limitations on Deductibility of Losses
   23




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Limitations on Interest Deductions
 
    
    interest on indebtedness properly allocable to property held for investment;
    
    our interest expense attributed to portfolio income; and
    
    the portion of interest expense incurred to purchase or carry an interest in a passive
activity to the extent attributable to portfolio income.
  Entity-Level Collections of Unitholder Taxes
 Allocation of Income, Gain, Loss and Deduction
   24




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
    
    its relative contributions to us;
    
    the interests of all the partners in profits and losses;
    
    the interest of all the partners in cash flow; and
    
    the rights of all the partners to distributions of capital upon liquidation.
  Treatment of Short Sales
  Alternative Minimum Tax
 Tax Rates
  Section 754 Election
 25




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Tax Treatment of Operations
 Accounting Method and Taxable Year
 Tax Basis, Depreciation and Amortization
  26




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Valuation and Tax Basis of Our Properties
 Disposition of Units
 Recognition of Gain or Loss
     
    
    a short sale;
    
    an offsetting notional principal contract; or
 27




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
    
    a futures or forward contract with respect to the partnership interest or substantially
identical property.
  Allocations Between Transferors and Transferees
   Notification Requirements
 Constructive Termination
  28




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Uniformity of Units
   Tax-Exempt Organizations and Other Investors
     29




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Administrative Matters
 Information Returns and Audit Procedures
     Nominee Reporting
    30




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Accuracy-Related Penalties
      Reportable Transactions
 31




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
    
    accuracy-related penalties with a broader scope, significantly narrower exceptions, and
potentially greater amounts than described above at Accuracy-Related Penalties;
    
    for those persons otherwise entitled to deduct interest on federal tax deficiencies,
nondeductibility of interest on any resulting tax liability; and
    
    in the case of a listed transaction, an extended statute of limitations.
  State, Local and Other Tax Considerations
   32




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SELLING UNITHOLDERS
 
  
  
  
 
 Common UnitsOwned After OfferingCommon UnitsOwned Prior to
    
    Common Units
    
    NumberSelling Unitholder
    
    Offering
    
    Being Offered
    
    of Units(1)
    
    Percentage(1)(2)The Rudnick Living Trust dtd 07/22/91, Allan M. Rudnick
and Paula Rudnick, Trustees(3)
    
    
    25,403
    
    
    
    25,403
    
    
    
    0
    
    
    
    Allan M. Rudnick Custodian for Zoe B. Rudnick
    
    
    2,032
    
    
    
    2,032
    
    
    
    0
    
    
    
    Allan M. Rudnick Custodian for Allison H. Rudnick
    
    
    2,032
    
    
    
    2,032
    
    
    
    0
    
    
    
    Anna Maria
and Stephen Kellen Foundation, Inc.(4)
    
    
    567,181
    
    
    
    467,181
    
    
    
    100,000
    
    
    
    *Aribo
Investments LLC(5)
    
    
    233,590
    
    
    
    233,590
    
    
    
    0
    
    
    
    AT MLP Fund,
LLC(6)
    
    
    700,771
    
    
    
    700,771
    
    
    
    0
    
    
    
    Baron
Investment Funds Trust FBO Baron Small Cap Fund(7)
    
    
    1,218,113
    
    
    
    1,016,118
    
    
    
    201,995
    
    
    
    *Baron Select
Funds FBO Baron Real Estate Fund(7)
    
    
    2,032
    
    
    
    2,032
    
    
    
    0
    
    
    
    Becker
Drapkin Partners (QP), LP(8)
    
    
    80,168
    
    
    
    80,168
    
    
    
    0
    
    
    
    Becker
Drapkin Partners, LP(8)
    
    
    13,268
    
    
    
    13,268
    
    
    
    0
    
    
    
    Bransford
Living Trust(9)
    
    
    45,977
    
    
    
    45,977
    
    
    
    0
    
    
    
    Brener
International Group, LLC(10)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    Broadhaven
LLC(11)
    
    
    30,000
    
    
    
    30,000
    
    
    
    0
    
    
    
    ClearBridge
Energy MLP Fund Inc.(12)
    
    
    1,401,542
    
    
    
    1,401,542
    
    
    
    0
    
    
    
    Dennis S. Beck
    
    
    46,718
    
    
    
    46,718
    
    
    
    0
    
    
    
    Eagle Income
Appreciation Partners L.P.(13)
    
    
    707,180
    
    
    
    691,428
    
    
    
    15,752
    
    
    
    *Eagle Income
Appreciation II L.P.(13)
    
    
    478,519
    
    
    
    476,524
    
    
    
    1,995
    
    
    
    *FAMCO MLP
& Energy Infrastructure Fund(14)
    
    
    16,351
    
    
    
    16,351
    
    
    
    0
    
    
    
    Fiduciary/Claymore
MLP Opportunity Fund(15)
    
    
    233,590
    
    
    
    233,590
    
    
    
    0
    
    
    
    Gary
Lieberthal, Trustee for the Lieberthal Trust dtd 3/23/99(16)
    
    
    140,154
    
    
    
    140,154
    
    
    
    0
    
    
    
    Granite
Growth 124, LLC(17)
    
    
    580,617
    
    
    
    560,617
    
    
    
    20,000
    
    
    
    *Hallco,
Inc.(18)
    
    
    377,026
    
    
    
    327,026
    
    
    
    50,000
    
    
    
    *Hartz
Capital Investments, LLC(19)
    
    
    513,898
    
    
    
    513,898
    
    
    
    0
    
    
    
    Hoak Public
Equities, LP(20)
    
    
    46,718
    
    
    
    46,718
    
    
    
    0
    
    
    
    Hoak Private
Equities I, L.P.(20)
    
    
    70,077
    
    
    
    70,077
    
    
    
    0
    
    
    
    James J.
Dunne III (21)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    Jonathan E.
Fielding, Trustee of the Jonathan E. Fielding Living Trust dtd 12/21/93(22)
    
    
    140,154
    
    
    
    140,154
    
    
    
    0
    
    
    
    KA-Sabes
Investments, LLC(23)
    
    
    373,744
    
    
    
    373,744
    
    
    
    0
    
    
    
    
 
 33




---



##### Table of Contents



Common UnitsOwned After OfferingCommon UnitsOwned Prior to
    
    Common Units
    
    NumberSelling Unitholder
    
    Offering
    
    Being Offered
    
    of Units(1)
    
    Percentage(1)(2)KA-Sabes
Investments II, LLC(23)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    KA First
Reserve, LLC(23)
    
    
    4,452,610
    
    
    
    467,181
    
    
    
    3,985,429
    
    
    
    6.7
    %Kayne
Anderson MLP Investment Company(23)
    
    
    4,452,610
    
    
    
    1,401,542
    
    
    
    3,051,068
    
    
    
    5.2
    %Kayne
Anderson Energy Total Return Fund, Inc.(23)
    
    
    4,452,610
    
    
    
    233,590
    
    
    
    4,219,020
    
    
    
    7.1
    %Kayne
Anderson Midstream/Energy Fund, Inc.(23)
    
    
    4,452,610
    
    
    
    1,167,951
    
    
    
    3,284,659
    
    
    
    5.6
    %Kayne
Anderson MLP Fund, LP(23)
    
    
    700,771
    
    
    
    700,771
    
    
    
    0
    
    
    
    Kayne
Anderson Non-Traditional Investments, LP(23)
    
    
    46,718
    
    
    
    46,718
    
    
    
    0
    
    
    
    Kayne Anderson Capital Income Partners (QP), LP(23)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    Kayne
Anderson Mid-stream Institutional Fund, LP(23)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    Kenneth F.
Yontz and Harry V. Carlson, Jr., TTEES(24)
    
    
    70,077
    
    
    
    70,077
    
    
    
    0
    
    
    
    Larry A. Sheakley
    
    
    46,718
    
    
    
    46,718
    
    
    
    0
    
    
    
    Mason Liquid
Fund LLC(25)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    MTP Energy
Infrastructure Finance Master Fund, Ltd(26)
    
    
    467,181
    
    
    
    467,181
    
    
    
    0
    
    
    
    New Eagle
Holdings LLC(27)
    
    
    256,949
    
    
    
    256,949
    
    
    
    0
    
    
    
    RCH Energy
MLP Fund, L.P.(28)
    
    
    712,341
    
    
    
    461,528
    
    
    
    250,813
    
    
    
    *RCH Energy
MLP Fund A, L.P.(29)
    
    
    13,340
    
    
    
    5,653
    
    
    
    7,687
    
    
    
    *Rian A. A. Dartnell
    
    
    46,718
    
    
    
    46,718
    
    
    
    0
    
    
    
    Richard
Glenn Merrill and Mary Kathleen Merrill, Trustees for Merrill Family
Trust(30)
    
    
    24,559
    
    
    
    23,359
    
    
    
    1,200
    
    
    
    *Tallgrass
MLP Fund I, L.P.(31)
    
    
    648,052
    
    
    
    467,181
    
    
    
    180,871
    
    
    
    *Tetrad
Corporation(32)
    
    
    270,154
    
    
    
    140,154
    
    
    
    130,000
    
    
    
    *The American
Academy in Berlin(33)
    
    
    23,359
    
    
    
    23,359
    
    
    
    0
    
    
    
    The
Northwestern Mutual Life Insurance Company(34)
    
    
    1,000,000
    
    
    
    1,000,000
    
    
    
    0
    
    
    
    Thomas A. Harenburg Roth IRA (35)
    
    
    35,000
    
    
    
    24,300
    
    
    
    10,700
    
    
    
    *Tiger Veda,
LP(36)
    
    
    67,274
    
    
    
    67,274
    
    
    
    0
    
    
    
    Tiger Veda
Global LP(36)
    
    
    26,162
    
    
    
    26,162
    
    
    
    0
    
    
    
    Tortoise
Energy Infrastructure Corporation(37)
    
    
    985,938
    
    
    
    700,771
    
    
    
    285,167
    
    
    
    *Tortoise
Energy Capital Corporation(37)
    
    
    431,227
    
    
    
    280,308
    
    
    
    150,919
    
    
    
    *Tortoise
North American Energy Corporation(37)
    
    
    84,789
    
    
    
    46,718
    
    
    
    38,071
    
    
    
    *Tortoise MLP
Fund, Inc.(37)
    
    
    934,361
    
    
    
    934,361
    
    
    
    0
    
    
    
    WHI Equity
Managers Fund LLC(38)
    
    
    93,436
    
    
    
    93,436
    
    
    
    0
    
    
    
    Siart Trust
dated November 12, 2008 (William E. B. Siart)(39)
    
    
    14,015
    
    
    
    14,015
    
    
    
    0
    
    
    
    
 
 
 *
    
    Less than 1%.(1)
    
    Assumes the sale of all common units held by such selling unitholder offered by this
prospectus.(2)
    
    Based on 59,184,450 common units outstanding as of July 7, 2011.(3)
    
    Allan M. Rudnick and Paula Rudnick, as trustees of the selling unitholder, each exercise
undivided, shared voting and dispositive powers with respect to the common units owned by the
selling unitholder.(4)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an affiliate of a U.S. registered
 broker-dealer; however, the selling unitholder acquired the common units in the ordinary course of business and, at
the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute
the common units held by the selling unitholder.Michael M. Kellen, Treasurer of the selling unitholder, exercises sole voting and dispositive powers with respect to
 the common units owned by the selling unitholder.(5)
    
    Richard N. Merkin, President of the selling unitholder, exercises sole voting and dispositive
powers with respect to the common units owned by the selling unitholder.(6)
    
    Paul McPheeters, Portfolio Manager for the selling unitholder, exercises sole voting and
dispositive powers with respect to the common units owned by the selling unitholder.(7)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder. 
  
 34




---



##### Table of Contents



(8)
    
    Steven R. Becker, Managing Partner of the selling unitholder, exercises sole voting and
dispositive powers with respect to the common units owned by the selling unitholder.(9)
    
    Walter Jackson Bransford and Kathryn Jackson Bransford, trustees of the
selling unitholder, exercise undivided, shared voting and dispositive
powers with respect to the common units owned by the selling unitholder.(10)
    
    Gabriel Brener, President and Chief Executive Officer of the selling unitholder, exercises
sole voting and dispositive powers with respect to the common units owned by the selling
unitholder.(11)
    
    Jonathan C. Farber, Managing Sole Member of the selling unitholder, exercises sole voting and
dispositive powers with respect to the common units owned by the selling unitholder.(12)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder.Richard Freeman, Peter Vanderlee, Michael Clarfeld and Chris Eades, each a Portfolio Manager
of the selling unitholders advisor, ClearBridge Advisors, LLC, each exercise undivided,
shared voting and dispositive powers with respect to the common units owned by the selling
unitholder.(13)
    
    Malcolm Day, Manager of the selling unitholder, exercises sole voting and dispositive powers
with respect to the common units owned by the selling unitholder.(14)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder.Quinn T. Kiley and James J. Cunnane, Jr., Portfolio Managers for the selling unitholder,
each exercise undivided, shared voting and dispositive powers with respect to the common
units owned by the selling unitholder.The selling unitholder owns an indirect beneficial interest in the general partner
of Plains All American Pipeline, L.P. (PAA), which owns a substantial amount of our common
units and controls our general partner.(15)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder.Quinn T. Kiley and James J. Cunnane, Jr., Portfolio Managers for the selling unitholder,
each exercise undivided, shared voting and dispositive powers with respect to the common
units owned by the selling unitholder.(16)
    
    Gary Lieberthal, as trustee of the selling unitholder, exercises sole voting and dispositive
powers with respect to the common units owned by the selling unitholder.(17)
    
    Alan Gerry, President of the selling unitholder, Adam Gerry, Vice President of the selling
unitholder, Keith Suehnholz, Vice President of the selling unitholder, Louis J. Boyd,
Treasurer of the selling unitholder and Christopher Grill, Secretary of the selling
unitholder, each exercise undivided, shared voting and dispositive powers with respect to the
common units owned by the selling unitholder.(18)
    
    Arthur E. Hall, President of the selling unitholder, and Joanne G. Hall, Secretary of the
selling unitholder, each exercise undivided, shared voting and dispositive powers with respect
to the common units owned by the selling unitholder.(19)
    
    Edward J. Stern, Ronald J. Bangs and Jonathan B. Scheindel, each an officer of the selling
unitholder, each exercise undivided, shared voting and dispositive powers with respect to the
common units owned by the selling unitholder. 
 35




---



##### Table of Contents



(20)
    
    J. Hale Hoak, the President of James M. Hoak & Co., the general partner of Hoak Fund
Management, L.P., the general partner of the selling unitholder, exercises sole voting and
dispositive powers with respect to the common units owned by the selling unitholder.(21)
    
    The selling unitholder has advised us that the
selling unitholder is an affiliate of a U.S. registered broker-dealer; however,
the selling unitholder acquired the common units in the ordinary course of business and, at
the time of the acquisition, had no agreements or understandings, directly or indirectly,
with any party to distribute the common units held by the selling unitholder.(22)
    
    Jonathan E. Fielding, trustee of the selling unitholder, exercises sole voting and
dispositive powers with respect to the common units owned by the selling unitholder.(23)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder.The common units are owned by an investment account managed or controlled by Kayne Anderson
Capital Advisors, L.P. (KACALP). Richard A. Kayne is the controlling shareholder and Chief
Executive Officer of the corporate owner of Kayne Anderson Investment Management, Inc. (KAIM),
which is the general partner of KACALP. Mr. Kayne and KACALP have shared voting and dispositive
power with respect to the common units owned by the selling unitholder.Robert V. Sinnott, President and Chief Executive Officer of KACALP and President of KAIM, serves as
a member of the board of directors of the general partner of PAA. In addition, Kayne Anderson MLP
Investment Company, Kayne Anderson Midstream/Energy Fund, Inc. and other affiliates of the selling
unitholder beneficially own an approximately 27% aggregate interest in PAAs general partner.(24)
    
    Kenneth F. Yontz, trustee of the selling unitholder, exercises
sole voting and dispositive powers with respect to the common units owned by the
selling unitholder.(25)
    
    Ben Shapiro and Matthew Shapiro, Managers of the selling unitholder, each exercise undivided,
shared voting and dispositive powers with respect to the common units owned by the selling
unitholder.(26)
    
    Alec Litowitz, the managing member of Supernova Management, LLC, which is the general partner
of Magnetar Capital Partners, LP, which is the sole member of Magnetar Financial LLC, which is
the managing member of MTP Energy Management, LLC, which is the investment manager for the
selling unitholder, exercises sole voting and dispositive powers with respect to the common
units owned by the selling unitholder.(27)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an affiliate of a U.S. registered
 broker-dealer; however, the selling unitholder acquired the common units in the ordinary course of business and, at
the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute
the common units held by the selling unitholder.Tim Tabor, Chief Executive Officer of the selling unitholder, John P. Arnhold, managing member of the selling
unitholder, and Michael M. Kellen, managing member of the selling unitholder, each exercise undivided, shared
voting and dispositive powers with respect to the common units owned by the selling unitholder.(28)
    
    Robert J. Raymond, the sole member of the ultimate general partner of the selling unitholder,
and Sean M. Maher, the Assistant Secretary of the ultimate general partner of the selling
unitholder, each exercise undivided, shared voting and dispositive powers with respect to the
common units owned by the selling unitholder.The selling unitholder owns an indirect beneficial interest in the
general partner of PAA.(29)
    
    Robert J. Raymond, the sole member of the ultimate general partner of the selling unitholder,
and Sean M. Maher, the Assistant Secretary of the ultimate general partner of the selling
unitholder, each exercise undivided, shared voting and dispositive powers with respect to the
common units owned by the selling unitholder.(30)
    
    Richard Glenn Merrill and Mary Kathleen Merrill, trustees of the selling unitholder, each
exercise undivided, shared voting and dispositive powers with respect to the common units
owned by the selling unitholder.(31)
    
    David G. Dehaemers, Jr., President of MLP Opportunity Fund GP, L.L.C., which is the general
partner of the selling unitholder, exercises sole voting and dispositive powers with respect
to the common units owned by the selling unitholder.John T. Raymond, the Chief Executive Officer of an affiliate of the selling unitholder and a
member of the investment committee of the selling unitholder (but
without authority to make decisions with respect to our securities), serves on the board of
directors of the general partner of PAA. In addition, Mr. Raymond and Mr. Dehaemers own an
indirect beneficial interest in the general partner of PAA.(32)
    
    W. David Scott, President, Vance D. Gardiner, Senior Vice President, and Gail K. Hawkins,
Senior Vice President, each exercise undivided, shared voting and dispositive powers with
respect to the common units owned by the selling unitholder.The selling unitholder owns an indirect beneficial interest in the general partner of PAA. 
 36




---



##### Table of Contents



(33)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an affiliate of a U.S. registered
broker-dealer; however, the selling unitholder acquired the common units in the ordinary course of business and, at
the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute
the common units held by the selling unitholder.Andrew Gundlach, Treasurer of the selling unitholder, exercises sole voting and dispositive powers with respect to
the common units owned by the selling unitholder.(34)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder.Jerome R. Baier, portfolio manager for Northwestern Investment Management Company, LLC,
which is the investment advisor for the selling unitholder, exercises sole voting and
dispositive power with respect to the common units owned by the selling unitholder.(35)
    
The selling unitholder has advised us that
the selling unitholder is a U.S. registered broker-dealer; however,
the selling unitholder acquired the common units in the ordinary
course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party
to distribute the common units held by the selling unitholder.(36)
    
    Manish Chopra, the Managing Member of the general partner of the selling unitholder,
exercises sole voting and dispositive powers with respect to the common units owned by the
selling unitholder.(37)
    
    Representatives of the selling unitholder have advised us that the selling unitholder is an
affiliate of a U.S. registered broker-dealer; however, the selling unitholder acquired the
common units in the ordinary course of business and, at the time of the acquisition, had no
agreements or understandings, directly or indirectly, with any party to distribute the common
units held by the selling unitholder.H. Kevin Birzer, Zachary A. Hamel, Kenneth P. Malvey, Terry Matlack and David J. Schulte,
members of the investment committee of Tortoise Capital Advisors, LLC, which is the
investment advisor for the selling unitholder, each exercise joint, shared voting and
dispositive powers with respect to the common units owned by the selling unitholder.(38)
    
    Michael S. Resnick, Executive Vice President of William Harris Investors, Inc., the manager
of the selling unitholder, exercises sole voting and dispositive powers with respect to the
common units owned by the selling unitholder.(39)
    
    William E.B. Siart, the trustee of the selling unitholder, and Laura K. Siart, the
beneficiary of the selling unitholder, each exercise undivided, shared voting and dispositive
powers with respect to the common units owned by the selling unitholder. 
  
    
    the name of each selling unitholder;
    
    the nature of any position, office or other material relationship that each selling
unitholder has had within the last three years with us or any of our affiliates;
    
    the number of common units owned by each selling unitholder prior to the offering;
    
    the amount of common units to be offered for each selling unitholders account; and
 
    
    the amount and (if one percent or more) the percentage of common units to be owned by
each selling unitholder after the completion of the offering.
  37




---



##### Table of Contents



PLAN OF DISTRIBUTION
   
    
    through one or more underwriters for public offering and sale;
    
    through one or more broker-dealers who may act as agent or may purchase securities as
principal and thereafter resell the securities from time to time:
 o
    
    in or through one or more transactions (which may involve crosses and block
transactions) or distributions;o
    
    on the NYSE;o
    
    in the over-the-counter market; oro
    
    in private transactions.
 
    
    to investors directly.
  
    
    market prices prevailing at the time of any sale under this registration statement;
    
    prices related to the then-current market prices;
    
    a fixed price; or
    
    negotiated prices.
    38




---



##### Table of Contents



39




---



##### Table of Contents



LEGAL MATTERS
  
 EXPERTS
  
  
 40




---



##### Table of Contents



PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 14.
    
    Other Expenses of Issuance and Distribution
  
 SEC registration fee
    
    $
    45,476Legal fees and expenses
    
    
    100,000Accounting fees and expenses
    
    
    65,000Printing and engraving expenses
    
    
    20,000Miscellaneous
    
    
    Total
    
    $
    230,476
 
 Item 15.
    
    Indemnification of Officers and Members of Our Board of Directors
  Item 16. Exhibits and Financial Statement Schedules
  
 1.1+
    
    
    
    Form of Underwriting Agreement.4.1#
    
    
    
    Form of Registration Rights Agreement by and among PAA Natural Gas Storage, L.P. and
the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed on December 30, 2010).4.2#
    
    
    
    Form of Registration Rights Agreement b y and among PAA Natural Gas Storage, L.P. and
the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed on January 20, 2011).5.1*
    
    
    
    Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.8.1#
    
    
    
    Opinion of Vinson & Elkins L.L.P. relating to tax matters.10.1
    
    
    
    Common Unit Purchase Agreement dated December 23, 2010 by and among PAA Natural Gas
Storage, L.P. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to
the Partnerships Current Report on Form 8-K filed December 30, 2010)10.2
    
    
    
    Common Unit Purchase Agreement dated January 19, 2011 by and among PAA Natural Gas
Storage, L.P. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to
the Partnerships Current Report on Form 8-K filed January 20, 2011)23.1*
    
    
    
    Consent of PricewaterhouseCoopers LLP.23.2*
    
    
    
    Consent of Grant Thornton LLP.23.3#
    
    
    
    Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1).24.1#
    
    
    
    Powers of Attorney.
 
 
 
 *
    
    Filed herewith.#
    
    Previously filed. 
 II-1




---



##### Table of Contents



+
    
    To be filed as an exhibit to a report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or in a post-effective
amendment to this registration statement. Item 17.
    
    Undertakings
          
  
 II-2




---



##### Table of Contents



II-3




---



##### Table of Contents



SIGNATURES
 
  
 
 PAA NATURAL GAS STORAGE, L.P.By: PNGS GP LLC, its general partnerBy:
Name:
    
    /s/ Richard K. McGee

Richard K. McGeeTitle:
    
    Vice President - Legal and Business Development
 
 
  
 PNGS GP LLC, as general partner of PAA NATURAL GAS STORAGE, L.P.
 
 Signature
    
    Title
    
    Date*

Greg L. Armstrong
    
    Chairman of the Board, Chief Executive Officer and
Director of PNGS GP LLC
(Principal Executive Officer)
    
    July 12, 2011*

Dean Liollio
    
    President and Director of PNGS GP LLC
    
    July 12, 2011*

Al Swanson
    
    Senior Vice President, Chief Financial Officer and Director
of PNGS GP LLC (Principal Financial
Officer)
    
    July 12, 2011*

Donald C. OShea
    
    Controller and Chief Accounting Officer of PNGS
GP LLC (Principal Accounting
Officer)
    
    July 12, 2011
 
 II-4




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##### Table of Contents



Signature
    
    Title
    
    Date*

Harry N. Pefanis
    
    Vice Chairman and Director of PNGS GP LLC
    
    July 12, 2011*

Victor Burk
    
    Director of PNGS GP LLC
    
    July 12, 2011*

Bobby S. Shackouls
    
    Director of PNGS GP LLC
    
    July 12, 2011*

Arthur L. Smith
    
    Director of PNGS GP LLC
    
    July 12, 2011
 
 
 * By:
    

/s/ Richard K. McGeeRichard K. McGee
Attorney-in-Fact
 
 II-5




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##### Table of Contents



INDEX TO EXHIBITS
 
 1.1+
    
    
    
    Form of Underwriting Agreement.4.1#
    
    
    
    Form of Registration Rights Agreement by and among PAA Natural Gas Storage, L.P. and
the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed on December 30, 2010).4.2#
    
    
    
    Form of Registration Rights Agreement by and among PAA Natural Gas Storage, L.P. and
the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed on January 20, 2011).5.1*
    
    
    
    Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.8.1#
    
    
    
    Opinion of Vinson & Elkins L.L.P. relating to tax matters.10.1
    
    
    
    Common Unit Purchase Agreement dated December 23, 2010 by and among PAA Natural Gas
Storage, L.P. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to
the Partnerships Current Report on Form 8-K filed December 30, 2010)10.2
    
    
    
    Common Unit Purchase Agreement dated January 19, 2011 by and among PAA Natural Gas
Storage, L.P. and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to
the Partnerships Current Report on Form 8-K filed January 20, 2011)23.1*
    
    
    
    Consent of PricewaterhouseCoopers LLP.23.2*
    
    
    
    Consent of Grant Thornton LLP.23.3#
    
    
    
    Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1).24.1#
    
    
    
    Powers of Attorney.
 
 
 
 *
    
    Filed herewith.#
    
    Previously filed.+
    
    To be filed as an exhibit to a report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or in a post-effective
amendment to this registration statement.